Battle
by Agent Frostbite
Summary: Padawan Rachel Starr is one of the few survivors of Order 66. Her battle with Barriss has hit a small snag, as they've uncovered a Zillo Beast during their battle. Now, as the Autobots arrive, the Decepticons pursue, and the Force-wielders duel, another wades in to make things more difficult as forces clash in the final battle to decide Rachel's fate. Seventh in the Refugee Series.


The Zillo rose high into the night sky, and Rachel did everything she could to hang on. Barriss shouted in frustration and pulled her lightsaber out, slicing at the beast. It roared and bucked, knocking Rachel off.

She pulled her lightsaber and tried to stab it, just to get a grip, something to hang onto so she didn't fall back 5 stories into the hole she just got carried out of. It bucked again, possibly in response to the noise, and her lightsaber was lost to the sands of the Sahara. She began to fall.

Then she heard what sounded like engines. Starfighters. No, jets; Decepticon jets. She twisted and hit the wing of one of them, grabbing on and clinging to it for dear life as its flight pattern became erratic and unpredictable as it tried to shake her off. She did not let go.

Not until she was closer to the ground, and only when he started to rise again. She released her grip and braced for the impact. She hit the sand a little less harder than she predicted, but it still hurt. Badly. Like, 'no immediate use of left arm' badly.

Which was bad.

The Decepticons were there, Barriss was chasing her, she had two civilians and a pacifist to take care of, and the Autobots were nowhere to be seen. She was about to lose heart, when a swirling green vortex opened up not too far from her position. More Decepticons?

No, it was the Autobots. _Oh, thank goodness._

Now that the Decepticons had something to worry about, she could focus on Barriss, who'd finally lost her perch on the Zillo Beast - who was both very confused and _very_ angry.

Jack had finally recovered enough that his mother was trying to escort him off of Skyfire and toward the vortex. He must've caught sight of her, because he exclaimed. "Rachel, look out!" She whirled around just in time to see Barriss, with a predatory snarl affixed on her face, bring her saber down for a killing blow.

She jumped out of the way, falling to the sand and then trying to scramble as far away from the Inquisitor as she could. Barriss brought down blow after blow, missing each time by only a hair, and only because Rachel managed to move just enough to avoid being killed.

She finally rolled out of the way enough to get some room to do something, and she shot to her feet, ignoring the pain that accompanied it. She swung at Barriss a few times, throwing punches that couldn't have hit her target if she'd tried.

Rachel got pushed to the ground by her attacker. Her lightsaber was _still_ well out of reach. Her attacker stood over her, black armor gleaming in the Saharan moonlight. She laughed cruelly, and brought her blood red saber down for the final blow.

Rachel's hand hit something metal buried beneath the dunes, and she pulled it out, recognizing the design of the metal and pressing the button on the side. She brought the new saber up to block what would've been a killing blow, and both women were taken off guard by the color of Rachel's found saber.

It was jet black, with a white edge. A Darksaber.

 _I remember this._

Rachel managed to gather her wits enough to start fighting again. Taking advantage of Barriss' momentary surprise and distraction, she got her saber between Barriss' saber and body and swiped at her.

It was the Inquisitor's turn to give ground.

The fight took on a new ferocity as they traded blows, parrying and blocking and attacking while the rest of the battle raged around them. The Decepticon drones were trying to handle the Zillo Beast while Optimus and Megatron dueled. The other 'Bots were helping Skyfire or dealing with the Decepticon lackeys.

Rachel figured they had it well under control, until she saw a black, shadowy figure slink toward where Arcee was owning the Vehicons.

It was that second long lapse in concentration that allowed Barriss to strike.

Rachel felt the searing pain on her arm, and moved to avoid it getting chopped off completely. It left her with quite a cut - cauterized, thank goodness - and the most major disadvantage she could think of, because that was her right hand, and she was right-handed.

Her cry of pain echoed across the battlefield, and all eyes went to them. To her. And then to the teen who stepped between Rachel and Barriss, wielding a weapon he had no idea how to use. _Jack!_

He started swinging at Barriss, who played along for a little stepping back and luring him in. Rachel wasn't sure what to do, because she couldn't pull Jack out and she couldn't advise him. In the middle of a fight with an enemy who wasn't hesistant to take your head off wasn't the best place to learn how to fight.

She looked at the Darksaber, and where the idea came from, she had no idea. She grabbed it and opened herself to the Force, establishing a strong connection before reaching out to Jack. _Parry now!_ she mentally commanded, and after a moment's hesitation, he followed the order.

Barriss was no longer smiling.

The two attacked almost as one, with her being primary and Jack backup and assistance as she fed the orders where and when to attack.

* * *

Arcee barely noticed the shadow moving at the edge of her vision, but it was a shadow that was forever etched into her processor, so of course she turned to look, and she saw who she thought she'd see.

Airachnid.

The spider-bot smirked as she made optic contact with Arcee, and the two-wheeler growled and charged her.

Airachnid fired several web shots at Arcee, a couple hitting unfortunate Vehicon troopers behind her. None connected with Arcee, who skillfully evaded the webs while returning shots herself, which Airachnid evaded just as skillfully, making this a hands-on fight.

Once she got close enough, Arcee switched from blasters to swords and started slicing at the femme, only for Airachnid to back off. "Arcee, when will you learn?" she chided, drawing another cry of rage from Arcee when the 'Bot charged at her again. Airachnid retreated, and Arcee, missing her target, almost ended up in another hole.

Airachnid transformed and took off, and Arcee followed, tailing the helicopter from below. It was only when she caught sight of what appeared to ruins on the horizon did she almost stop.

Airachnid was drawing her away from the battle intentionally.

There was little hesitation as Arcee decided she was going to let her.

* * *

Rachel and Jack made an effective team. Barriss wasn't used to handling an attack from two people, even if one wasn't well-trained. Rachel decided to taunt the Sith. "What's the matter, Barriss? Can't handle a native and a Padawan?"

Barriss let out a cry of rage and directed a vicious swing at Jack, who immediately blanched. Rachel could hardly blame him, and in fact, she was counting on him _not_ to strike.

She owed Mrs. Darby a huge apology when this was over.

Rachel jumped between Jack and Barriss, blocking the blow. Then she leapt and did a flying roundhouse kick, hitting Barriss in the face. She used the spinning momentum to slash at the Inquisitor's shoulder, leaving a sizable gash in her armor. She stopped the spin as she came around the backside, and swung at Barriss' exposed back.

The Mirilian blocked the blow - somehow - and then blocked Jack's next blow. The woman may have have a double-bladed lightsaber, but she could barely keep up with the dual attackers now. The struggle had a visible effect, coloring her face with frustration, concentration, and determination.

Rachel almost felt bad for her. What had happened?

No time to think about it now, because Barriss was kicking it into high-gear again, hoping to push the two away. Rachel recognized it as a sign of fatigue. She fed Jack all the moves he needed to make: blocking, striking, parrying, evading. If they could make this stand, keep their ground, they could wear her out and win.

What winning would look like, she didn't know, but she knew they needed to incapacitate Barriss for Jack to be safe.

The fight took on a new energy as Jack and Rachel held their ground and Barriss fought desperately to make them move.

* * *

Arcee had no trouble tracking the spider-bot. It wasn't too easy, but it was easy. Almost enough to give her pause, but she'd come that far, and Airachnid was _right there._ She couldn't give up now.

The tunnels she was working her way through shifted direction a while back, and the faint, muffled sound of blaster fire confirmed what Arcee already suspected: The tunnels led back toward the fight. They might even come out in that hole the monster had crawled out of.

"Welcome to my lair, Arcee!" Airachnid exclaimed triumphantly "I'm sure you'll find it comfortable!" There were webs everywhere, and she'd lost sight of Airachnid. Now she paused. Keep going and risk getting caught without any hope of backup whatsoever, or give up now, so tantalizingly close to finishing it?

She proceeded with extreme caution.

The webs were easy to swipe, cut, or shoot away, but every time she did so, she knew she was giving away her position. "I thought you were more careful, my dear Arcee. Then again...you've never been able to resist a chance at revenge on me. Especially after what I did to poor Tailgate."

 _Do not respond. Do not respond. Do not respond._

"Maybe I'll let Jack see what I've done with you right before I tear his miserable head off."

 _Do. Not. Respond._

"Or kill his mother and girlfriend first."

"Over my dead body!" Arcee shouted, finding the Airachnid's position just after saying that and firing, hitting one of the femme's spider legs and knocking her down. Arcee cut through the webs, rapidly making her way to where the now-injured Airachnid was.

Airachnid caught sight of the approaching Autobot and ran, fleeing for a big room flooded with moonlight. The hole. Arcee had been right about the location.

Airachnid was in the middle of the room, perfectly vulnerable. Arcee switched to blasters and began firing at the femme, hitting her twice more, eliciting cries of pain both times. She was _right there_ , and if Arcee hadn't had to move, Airachnid would've been sent to the AllSpark.

But the Vehicons, for their lack of decent weaponry and competence, managed to force the Beast back into its hole. Airachnid, if not crushed, was cut off from Arcee completely. The minute sound of skittering confirmed that while Arcee's shots had been damaging, and the Beast's trajectory nigh unavoidable, the femme was still alive.

 _Curse you, Airachnid! Curse you to the Pit!_

Thank Primus she'd had enough restraint to not _actually_ say it.

At least she was close to the fight now.

* * *

The Zillo Beast had been knocked back into the hole it'd burst out of, and that had distracted them all. Jack recovered first, and swung at Barriss' lightsaber hilt, slicing it in half. Rachel kicked the Inquisitor in the knee, sending her sprawling into the sand. The two teens leveled their lightsabers at the surprised Mirilian.

"How?" she asked, probably not even asking them.

"You picked the wrong side," Rachel replied with a half-smirk. Barriss sneered at her and Force-pushed them both back. They lost their grip on the lightsabers, and Barriss used the Force to grab the Darksaber.

It was an instinctual reaction.

She Force-pushed Barriss backwards, and the Inquisitor went straight over the edge of the hole, windmilling and screaming as she went. There was a barely discernable, dull _thud_ and sickening _crack_ as the woman hit the bottom. Rachel scrambled to her feet and looked over the edge.

She locked eyes with Barriss for a moment. _Forgive me...you were a truer Jedi than I,_ Barriss communicated via the Force. Rachel nodded.

I forgive you, Barriss Offee, Padawan learner of the Jedi Order. She could never be sure, since it was so far down and so dark, but she thought she saw Barriss smile before she went completely limp and Rachel could no longer sense her.

Rachel hung her head for a moment, and the the Zillo Beast's angry roar yanked her back to reality. One problem down, one to go. How to kill/stop/put back to sleep a ticked off Zillo Beast without whatever trick the Jedi used last time.

Great.

She noticed Optimus and Megatron fighting on a different part of the field, and thought they usually singled each other out. Made sense; it was what Jedi always did with Sith...and wannabe lightsaber-wielding cyborg freakazoids.

The Zillo began to climb out of its hole again, but was having trouble getting up over the lip. She moved back quickly, dragging Jack with her as it found them and swiped at them.

That was when Megatron fired, missed Optimus, and hit the Zillo Beast. And it _recoiled_.

"It's poison," she realized.

"What?" Jack asked. Rachel whirled around and looked at him.

"Go find as many Autobots as you can and tell them to draw Megatron's fire! Have them make his direct it toward the Zillo Beast!" she ordered. She took off, but Jack grabbed her hand, stopping her. She ceased movement immediately, not understanding why.

She turned around and saw him looking right into her with those cobalt blue eyes that she felt like she knew so well. He pressed her lightsaber into her hand. "Good luck." She nodded and managed a small smile before taking off at a dead sprint.

She headed toward the Beast, slashing at it with her lightsaber and drawing its attention. It looked at her and tried to step on her. She rolled out of the way, ignoring all the pain responses that went with it. She spotted Jack gathering any Autobots he could and explaining the plan.

She began to climb the Beast.

A handhold here, a foothold there, a more or less horizontal portion she could run up, until she got to its head. She looked for any openings or gaps in the armor, and was dismayed that there were none. It would have to be a direct shot to the mouth. That was gonna be difficult.

She deactivated her lightsaber and tried to steady herself on the gigantic Beast, which was quite a task in of itself. She managed - barely - and waited as everyone got in position. All as one, the Autobots who were in on the plan - Bumblebee, Bulkhead, and surprisingly Skyfire - fired at Megatron.

The enraged warlord knocked Optimus to the side and began firing back. They moved in front of the Zillo, and Rachel crouched down and placed a hand on its head, using the Force and directed its head toward the ground. The Beast went down and caught one, two, three shots to the mouth.

It bucked and reared, moaning. It nearly threw Rachel off, but she jammed her fingers between the armor plating and held firm. "Again!" she shouted, and 'Bots fired at Megatron once more.

Optimus must've realized what she was doing, because he ordered the remaining Autobots to follow suit. Megatron has more than happy to continue shooting, until he realized all of his shots were missing the 'Bots, and hitting the creature.

Rachel's eyes widened as she realized he knew. But, unlike she was anticipating, he didn't just stop firing. He transformed and flew at her, firing over and over again. Firing at the Zillo, and now her. She ducked as he fired, then flew overhead.

The Zillo Beast started to fall, eyes rolling into the back of its head as it did so. She jumped off, slicing as she did so. Instead of hitting the sand like she thought she would, she hit a pair of slim, metal hands. Arcee had caught her. She smiled thankfully at the Autobot.

Arcee set her down gently as the vortex opened again. "Let's go home," she said. The group, battle-worn and a few worse for wear, walked through the vortex, back to the Autobot base.

Back home.

* * *

 **A/N: I CAN EXPLAIN.**

 **So, I was going to do it Saturday, but then there was a cleaning day sprung on me, and by the time I was so tired and it...admittedly slipped my mind. And then I remembered literally before bed, so I was going to do it today. And, true to style, I get up on Sunday, remember right away, get everything lined up, and...it won't upload the document. I tried several times, and I eventually realized I could copy/paste the whole thing, which i did. And THEN it wouldn't load my story. No, I'm serious. I tried, more than once, to submit the story, but every time I got done filling out all the bells and whistles, I pressed the button, and...blank screen. UGH!.**

 **There's the (hopefully) epic fight scene! How was it? Believable? Did I do well? Also, huge thanks once again to Gabriel, who gave me the idea for the Airachnid/Arcee showdown, and the 'Bots and 'Cons fighting the Zillo Beast. Unfortunately, I didn't get to fit any of your requested characters in here. Sorry!**

 **There's one more in the series, so keep your eyes open for that, as I will be posting it sometime in the next week. See you soon!**


End file.
